schedule13da.htm

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jerry Moyes
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) AF, BK, PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 51,423,189 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 51,423,189 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 79,862,600(2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 57.0%(3)
14.	Type of Reporting Person (See Instructions) IN

(2)

Of the shares included herein, 19,704,618 shares of Class B Common Stock have been pledged by Mr. Moyes, Mrs. Moyes, and the Jerry and Vickie Moyes Family Trust to a trust (the "Trust") in connection with a private placement of the Trust's mandatory common exchange securities (the "Stockholder Offering"). Such shares of Class B Common Stock represent an equal number of shares of Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the Stockholder Offering, subject to the option to settle the obligations to the Trust in cash. The Reporting Person will continue to have the right to vote the pledged shares until delivery.

Includes 4,831,878 shares of the Issuer's Class A Common Stock held by Cactus Holding Company II, LLC ("Cactus Holding II"), an affiliate of Mr. and Mrs. Moyes, that have been sold pursuant to a Rule 10b5-1 trading plan adopted by Mr. Moyes and Cactus Holding II on November 21, 2012. Pursuant to the 10b5-1 trading plan the shares were sold to a counterparty pursuant to a Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the fourth anniversary of sale. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.

Includes 19,465,787 shares of the Issuer's Class A Common Stock that M Capital Group Investors II, LLC ("M Capital II"), an affiliate of Mr. and Mrs. Moyes, has a right to receive, subject to certain customary conditions, prior to November 1, 2013 pursuant to a commitment letter entered into among Mr. Moyes, M Capital II, and Citibank, N.A. ("Citibank"). Under the terms of the commitment letter, M Capital II may receive the shares upon entering into a variable prepaid forward contract (the "VPF Contract") with Citibank or one of its affiliates. M Capital II will not have the power to vote or direct the disposition of such shares until they are actually received. The commitment letter and VPF Contract are being entered into in connection with the settlement of certain Reporting Persons' pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.

Includes 4,141,746 shares of the Issuer's Class B Common Stock held by (1) five trusts for the benefit of Mr. and Mrs. Moyes' son, Michael J. Moyes, for which Michael J. Moyes is trustee, and (2) one trust for the benefit of Mr. and Mrs. Moyes' children for which Lyndee Moyes Nester is trustee (collectively the "Children's Trusts"). Mr. and Mrs. Moyes do not have voting or dispositive power over the shares held by the Children's Trusts, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, due to the fact that the Children's Trusts all have an equity interest in M Capital II.

As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.

(3)

The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer's stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class B Common Stock beneficially owned by the Reporting Person represent 54.5% of the total voting power as of August 2, 2013.

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Vickie Moyes
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) AF, BK, PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 51,423,189 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 51,423,189 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 79,862,600(2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 57.0%(3)
14.	Type of Reporting Person (See Instructions) IN

(2)

Of the shares included herein, 19,704,618 shares of Class B Common Stock have been pledged by Mr. Moyes, Mrs. Moyes, and the Jerry and Vickie Moyes Family Trust to the Trust in connection with the Stockholder Offering. Such shares of Class B Common Stock represent an equal number of shares of Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the Stockholder Offering, subject to the option to settle the obligations to the Trust in cash. The Reporting Person will continue to have the right to vote the pledged shares until delivery.

Includes 4,831,878 shares of the Issuer's Class A Common Stock held by Cactus Holding II that have been sold pursuant to a Rule 10b5-1 trading plan adopted by Mr. Moyes and Cactus Holding II on November 21, 2012. Pursuant to the 10b5-1 trading plan the shares were sold to a counterparty pursuant to a Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the fourth anniversary of sale. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.

Includes 19,465,787 shares of the Issuer's Class A Common Stock that M Capital II, an affiliate of Mr. and Mrs. Moyes, has a right to receive, subject to certain customary conditionss, prior to November 1, 2013 pursuant to a commitment letter entered into among Mr. Moyes, M Capital II, and Citibank. Under the terms of the commitment letter, M Capital II may receive the shares upon entering into the VPF Contract with Citibank or one of its affiliates. M Capital II will not have the power to vote or direct the disposition of such shares until they are actually received. The commitment letter and VPF Contract are being entered into in connection with the settlement of certain Reporting Persons' pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.

(3)

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jerry and Vickie Moyes Family Trust Dated 12/11/87 (the "Moyes Trust")
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) AF, BK, PF, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Arizona
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 42,831,674(1)
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 42,831,674 (1)
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 79,862,600 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 57.0%(3)
14.	Type of Reporting Person (See Instructions) OO

(1)

Includes shares of Class A and Class B Common Stock. Mr. and Mrs. Moyes are co-trustees of the Moyes Trust and hold the voting and dispositive power over the shares. Of the shares included herein, 11,113,203 shares of Class B Common Stock have been pledged by the Moyes Trust to the Trust in connection with the Stockholder Offering. Such shares of Class B Common Stock represent an equal number of shares of Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the Stockholder Offering, subject to the option to settle the obligations to the Trust in cash. The Reporting Person will continue to have the right to vote the pledged shares until delivery.

(2)

Includes 19,465,787 shares of the Issuer's Class A Common Stock that M Capital II, an affiliate of Mr. and Mrs. Moyes, has a right to receive, subject to certain customary conditions, prior to November 1, 2013 pursuant to a commitment letter entered into among Mr. Moyes, M Capital II, and Citibank. Under the terms of the commitment letter, M Capital II may receive the shares upon entering into the VPF Contract with Citibank or one of its affiliates. M Capital II will not have the power to vote or direct the disposition of such shares until they are actually received. The Commitment Letter and VPF Contract are being entered into in connection with the settlement of certain Reporting Persons' pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.

Includes 4,141,746 shares of the Issuer's Class B Common Stock held by Children's Trusts. The Reporting Person does not have voting or dispositive power over the shares held by the Children's Trusts, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, due to the fact that the Children's Trusts all have an equity interest in M Capital II. Also includes 8,591,515 shares of the Issuer's Class A and Class B Common Stock beneficially owned by Mr. and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person's participation in the VPF Contract through its equity interest in M Capital II.

As provided in the Issuer's Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the Reporting Person, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.

(3)

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cactus Holding Company II, LLC (27-4510310)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Alaska
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 11,392,987
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 11,392,987
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,224,865(1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 11.6%(2)
14.	Type of Reporting Person (See Instructions) OO

(2)

The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer's stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class B Common Stock beneficially owned by the Reporting Person represent 8.6% of the total voting power as of August 2, 2013.

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) M Capital Group Investors, LLC (45-2614711)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 20,325,484(1)
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 20,325,484(1)
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 20,325,484(1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 14.5%(2)
14.	Type of Reporting Person (See Instructions) OO

(2)

The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer's stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class B Common Stock beneficially owned by the Reporting Person represent 18.6% of the total voting power as of August 2, 2013.

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cactus Holding Company, LLC (27-4438129)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Alaska
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 20,325,484(1)
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 20,325,484 (1)
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 20,325,484 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 14.5%(2)
14.	Type of Reporting Person (See Instructions) OO

(2)

The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer's stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class B Common Stock beneficially owned by the Reporting Person represent 21.1% of the total voting power as of August 2, 2013.

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) M Capital Group Investors II, LLC (46-3644539)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 79,862,600(1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 57.0%(2)
14.	Type of Reporting Person (See Instructions) OO

Includes 19,465,787 shares of the Issuer's Class A Common Stock that M Capital II, an affiliate of Mr. and Mrs. Moyes, has a right to receive, subject to certain customary conditions, prior to November 1, 2013 pursuant to a commitment letter entered into among Mr. Moyes, M Capital II, and Citibank. Under the terms of the commitment letter, M Capital II may receive the shares upon entering into the VPF Contract with Citibank or one of its affiliates. M Capital II will not have the power to vote or direct the disposition of such shares until they are actually received. The commitment letter and VPF Contract are being entered into in connection with the settlement of certain Reporting Persons' pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.

Includes 4,141,746 shares of the Issuer's Class B Common Stock held by Children's Trusts. The Reporting Person does not have voting or dispositive power over the shares held by the Children's Trusts, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, due to the fact that the Children's Trusts all have an equity interest in the Reporting Person, and participation in the VPF Contract. Also includes 56,255,067 shares of the Issuer's Class A and Class B Common Stock beneficially owned by Mr. Moyes and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person's participation in the VPF Contract.

(2)

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Michael Moyes
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 3,451,455(1)
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 3,451,455 (1)
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 79,862,600 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 57.0%(3)
14.	Type of Reporting Person (See Instructions) IN

(1)

Includes 3,451,455 shares of Class B Common Stock owned by various trusts for the benefit of the children of Mr. and Mrs. Moyes and over which the Reporting Person serves as the trustee and has sole voting and dispositive power. Such shares of Class B Common Stock have been pledged to the Trust in connection with the Stockholder Offering. Such shares of Class B Common Stock represent an equal number of shares of Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the Stockholder Offering, subject to the option to settle the obligations to the Trust in cash. The Reporting Person will continue to have the right to vote the pledged shares until delivery.

(2)

Includes 19,465,787 shares of the Issuer's Class A Common Stock that M Capital II, an affiliate of Mr. and Mrs. Moyes, has a right to receive, subject to certain customary conditions, prior to November 1, 2013 pursuant to a commitment letter entered into among Mr. Moyes, M Capital II, and Citibank. Under the terms of the commitment letter, M Capital II may receive the shares upon entering into the VPF Contract with Citibank or one of its affiliates. M Capital II will not have the power to vote or direct the disposition of such shares until they are actually received. The commitment letter and VPF Contract are being entered into in connection with the settlement of certain Reporting Persons' pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.

Includes 690,291 shares of the Issuer's Class B Common Stock beneficially owned by Lyndee Moyes Nester as trustee of the Michael J. Moyes Trust, one of the Children's Trusts. The Reporting Person does not have voting or dispositive power over such shares, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, due to the fact that the Children's Trusts each have an equity interest in M Capital II and M Capital II's entry into the commitment letter in connection with the VPF Contract. Also includes 56,255,067 shares of the Issuer's Class A and Class B Common Stock beneficially owned by Mr. Moyes and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person's involvement with the VPF Contract.

(3)

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Lyndee Moyes Nester
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 690,291(1)
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 690,291 (1)
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 79,862,600 (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 57.0%(3)
14.	Type of Reporting Person (See Instructions) IN

(1)

Includes shares of Class B Common Stock held by the Michael J. Moyes Trust, one of the Children's Trusts, over which the Reporting Person serves as the trustee and has sole voting and dispositive power. Such shares of Class B Common Stock have been pledged to the Trust in connection with the Stockholder Offering. Such shares of Class B Common Stock represent an equal number of shares of Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the Stockholder Offering, subject to the option to settle the obligations to the Trust in cash. The Reporting Person will continue to have the right to vote the pledged shares until delivery.

(2)

Includes 19,465,787 shares of the Issuer's Class A Common Stock that M Capital II, an affiliate of Mr. and Mrs. Moyes, has a right to receive, subject to certain customary conditions, prior to November 1, 2013 pursuant to a commitment letter entered into among Mr. Moyes, M Capital II, and Citibank. Under the terms of the commitment letter, M Capital II may receive the shares upon entering into the VPF Contract with Citibank or one of its affiliates. M Capital II will not have the power to vote or direct the disposition of such shares until they are actually received. The commitment letter and VPF Contract are being entered into in connection with the settlement of certain Reporting Persons' pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.

Includes 3,451,455 shares of the Issuer's Class B Common Stock beneficially owned by Michael Moyes as trustee for five of the Children's Trusts. The Reporting Person does not have voting or dispositive power over such shares, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, due to the fact that the Children's Trusts each have an equity interest in M Capital II. Also includes 56,255,067 shares of the Issuer's Class A and Class B Common Stock beneficially owned by Mr. Moyes and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person's involvement with the VPF Contract.

(3)

This Amendment No. 2 (this "Amendment") to the statement on Schedule 13D filed with the Securities and Exchange Commission on July 5, 2011 (the "Original Statement") relates to the Class A Common Stock, par value $0.01 per share (together with the Issuer's Class B Common Stock, par value $0.01 per share, the "Common Stock"), of Swift Transportation Company, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 2200 South 75th Avenue, Phoenix, Arizona 85043. Information contained in the Original Statement remains effective except to the extent that it is amended, restated, supplemented or superseded by information contained in this Amendment.

(a) This Amendment is being filed jointly on behalf of Jerry Moyes, Vickie Moyes, the Jerry and Vickie Moyes Family Trust Dated 12/11/87 (the "Moyes Trust"), Cactus Holding Company II, LLC ("Cactus Holding II"), M Capital Group Investors, LLC ("M Capital I"), Cactus Holding Company, LLC ("Cactus Holding I"), M Capital Group Investors II, LLC ("M Capital II"), Michael Moyes, and Lyndee Moyes (collectively with Mr. and Mrs. Moyes, the Moyes Trust, Cactus Holding II, Cactus Holding I, M Capital I, M Capital II, and Michael Moyes, the "Reporting Persons").

This statement reflects certain transactions related to the planned settlement of the Trust Issued Mandatory Common Exchange Securities ("2010 METS") issued by the 2010 Swift Mandatory Common Exchange Security Trust (the "Trust") in the Stockholder Offering, which is required to be settled with shares of the Issuer's Class A Common Stock, or cash, on December 31, 2013. In connection with the 2010 METS, Jerry Moyes, Vickie Moyes, the Moyes Trust, and several trusts established for the benefit of Mr. and Mrs. Moyes' children (collectively, the "METS Participants") pledged 23,846,364 shares of the Issuer's Class B Common Stock to secure their obligations to the Trust to deliver a variable amount of Class A Common Stock on December 31, 2013. The Issuer is not a party to the this transaction.

More specifically, this amendment is being filed to disclose the entry into a commitment letter (the "Commitment Letter") among Jerry Moyes, M Capital II, and Citibank, under which Citibank has committed, subject to the satisfaction of certain customary conditions, to enter into a Variable Prepaid Forward Contract (the "VPF Contract") with M Capital II. Under the VPF Contract, Citibank would be obligated to deliver 19,465,787 shares of the Issuer's Class A Common Stock. For more details regarding the Commitment Letter, please refer to Items 3 and 4 below.

The Original Statement reflects certain estate planning transactions undertaken by the Reporting Persons, including certain transfers of shares made on January 21, 2011 totaling 24,291,567 shares of the Issuer's Class B Common Stock, certain transfers of shares made on June 21, 2011 totaling 1,001,567 shares of the Issuer's Class B Common Stock, and certain transfers of shares made on June 30, 2011 totaling 23,978,782 shares of the Issuer's Class B Common Stock (collectively, the "2011 Estate Planning Transactions"). For more details regarding the 2011 Estate Planning Transactions, please refer to Item 3 below.

M Capital II is a limited liability company established under the laws of the State of Delaware. M Capital II has no principal business other than aiding in Mr. and Mrs. Moyes' and their children's asset management needs. M Capital II's business address is P.O. Box 1397, Tolleson, Arizona 85353. M Capital II is owned by the Moyes Trust and the Children's Trusts. The Moyes Trust serves as the sole manager of M Capital II. Michael Moyes is the trustee of five of the Children's Trusts, and Lyndee Moyes Nester is the Trustee of the Michael J. Moyes Trust, the remaining Children's Trust.

(d) – (e) During the last five years, neither Mr. Moyes, Mrs. Moyes, the Moyes Trust, Cactus Holding II, M Capital I, Cactus Holding I, M Capital II, Michael Moyes, nor Lyndee Moyes Nester has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Since the predecessor to the Issuer was founded by Mr. Moyes and his family in 1966, Mr. and Mrs. Moyes and the Moyes Trust historically have made capital contributions and purchased shares with personal, borrowed, and other funds, including while a predecessor to the Issuer was public from 1990 to 2007 and in connection with its going private in May 2007. On December 16, 2010, Mr. Moyes used personal funds to purchase 100 shares of the Issuer's Class A Common Stock.

On November 21, 2012, Mr. Moyes and his affiliate Cactus Holding II, adopted a 10b5-1 trading plan, pursuant to which Cactus Holding II authorized the sale of up to 4,831,878 shares of Class A Common Stock of the Issuer (the "Shares") held by Cactus Holding II pursuant to a Securities Sale and Repurchase Agreement (the "Sale and Repurchase Agreement"). Pursuant to the 10b5-1 plan and the Sale and Repurchase Agreement, Cactus Holding II periodically transferred Shares in exchange for cash in the amount of approximately 80% of the fair market value of the Shares being transferred, plus an annual 3.0% interest-equivalent payment for entering into the transaction (the "2012 Sale and Repurchase Transaction"). In connection with each such sale of Shares, Cactus Holding II also agreed to a full recourse obligation to repurchase the Shares (or an equal number of shares of Class A Common Stock of the Issuer) by the fourth anniversary of such sale for an amount equivalent to the initial payment amount. Cactus Holding II also has the right to repurchase some or all of the Shares prior to the fourth anniversary of sale. Since Cactus Holding II may voluntarily repurchase the shares at any time, the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II does not have the right to vote or direct the disposition of the sold shares until the shares are repurchased. This transaction is intended to be treated as a loan for tax purposes pursuant to Section 1058 of the Internal Revenue Code.

In connection with the 2012 Sale and Repurchase Transaction, Cactus Holding II transferred (i) 1,000,000 shares of the Issuer's Class A Common Stock for a price of $7.0056 per share on November 26, 2012, (ii) 1,000,000 shares of the Issuer's Class A Common Stock for a price of $6.7096 per share on December 3, 2012, (iii) 1,000,000 shares of the Issuer's Class A Common Stock for a price of $7.3200 per share on December 10, 2012, (iv) 1,000,000 shares of the Issuer's Class A Common Stock for a price of $7.0424 per share on December 17, 2012, and (v) 831,878 shares of the Issuer's Class A Common Stock for a price of $7.0136 per share on December 26, 2012.

In connection with the contemplated settlement of the 2010 METS at or prior to December 31, 2013, on October 7, 2013, Mr. Moyes and M Capital II entered into the Commitment Letter, pursuant to which, on a closing date prior to November 1, 2013 ("Closing Date"), Citibank is committed, subject to satisfaction of certain customary conditions, to enter into the VPF Contract with M Capital II. Under the VPF Contract, Citibank would be obligated to deliver 19,465,787 shares of the Issuer's Class A Common Stock (the "Delivered Shares"), and M Capital II would secure performance of its delivery obligations under the VPF Contract with a deposit of the Delivered Shares as collateral for the benefit of Citibank (subject to their release as described below), and further secure performance of its obligations under the VPF Contract with the deposit of an additional 2,147,652 shares of the Issuer's Class B Common Stock (the "Additional Shares") as collateral for the benefit of Citibank (subject to release as described below). Under the VPF Contract, M Capital II would be obligated to deliver to Citibank a variable amount of stock or cash upon the 3 and 3.5 year anniversary of the Closing Date.

M Capital II will also direct the collateral agent for the Trust, on December 31, 2013, to deliver (pursuant to instructions from the METS Participants) to Citibank the 23,846,364 shares of the Issuer's Class B Common Stock currently securing the METS Participants' obligations under the 2010 METS, to the extent not needed to settle the 2010 METS, to secure the VPF Contract (the "Collateral Shares") and simultaneously direct Citibank to deliver the Delivered Shares to the Trust for use in settling the METS Participants' obligations to the Trust under the 2010 METS. The transactions described in this paragraph shall be collectively referred to herein as the "2013 VPF Transaction".

By January 1, 2014, M Capital II will own the Collateral Shares and the Additional Shares, and will have fully divested the Delivered Shares to the Trust in satisfaction of its pre-existing delivery obligations under the 2010 METS. The 19,465,787 Delivered Shares delivered in satisfaction of the METS Participants' 2010 METS obligations are fewer in number than the 23,846,364 Collateral Shares released from the 2010 METS because the number of shares deliverable under the 2010 METS may be less than the number of shares held as collateral for the 2010 METS, depending on the trading price of the Issuer's Class A Common Stock. Based on the current trading price of the Issuer's Class A Common Stock, the METS Participants' share delivery obligations under the 2010 METS are over-collateralized.

The purpose of the 2013 VPF Transaction is to effectively replace the 2010 METS with the VPF Contract and allow the METS Participants to satisfy their obligations under the 2010 METS (as contemplated by their terms) without reducing the number of shares owned by the METS Participants. The 2013 VPF Transaction will also allow the METS Participants, through their ownership of M Capital II, to participate in future price appreciation of the Issuer's Common Stock, and retain the voting characteristics of the Additional Shares and the Collateral Shares.

The delivery to M Capital II of the Delivered Shares will significantly increase the METS Participants' beneficial ownership of the Issuer's Common Stock for a period of approximately two months. On or before December 31, 2013 (the "Exchange Date"), however, the METS Participants intend to transfer all of the Delivered Shares to the collateral agent for the Trust to use in satisfaction of the METS Participants' obligations to the Trust under the 2010 METS. On the Exchange Date the Delivered Shares will be delivered to the 2010 METS investors and the METS Participants will be divested of the Delivered Shares.

The net result of the 2013 VPF Transaction will likely be to maintain the METS Participants' ownership of the Issuer's Common Stock at the levels existing prior to the Closing Date. More specifically, the METS Participants' share delivery obligations under the 2010 METS vary depending on the trading price of the Issuer's Class A Common Stock during a certain period prior to the Exchange Date. So long as the average trading price during such period is equal to or greater than $13.48 (the "Cap Price"), the METS Participants will be obligated to deliver 19,465,787 shares of the Issuer's Class A Common Stock on the Exchange Date, which is also the number of Delivered Shares the METS Participants plan to receive through M Capital II pursuant to the Commitment Letter and VPF Contract. Thus, from and after January 1, 2014, and assuming the trading price of the Issuer's Class A Common Stock remains above the Cap Price, the effect of the 2013 VPF Transaction will likely be neutral to the METS Participants' ownership of the Issuer's Common Stock, in that the METS Participants will have indirectly purchased and caused to be delivered the precise number of shares of the Issuer's Class A Common Stock that they would have been required to deliver from the Collateral Shares currently securing the METS Participants' delivery obligations under the 2010 METS. If the trading price of the Issuer's Class A Common Stock falls below the Cap Price during the relevant period preceding the Exchange Date, the METS Participants may have to deliver more than the Delivered Shares to the Trust, causing a net decrease in the METS Participants' holdings in the Issuer's Common Stock.

There will be an increase of 2,147,652 shares in the quantity of shares securing the VPF Contract compared to the number of shares securing the METS Participants' obligations under the 2010 METS. If the stock price at maturity of the VPF Contract equals or exceeds a specified percenage of the reference price for the VPF Contract determined on the Closing Date or if the VPF Contract is cash settled, some or all of the Additional Shares and Collateral Shares will be returned to M Capital II at such maturity.

In addition, M Capital II intends to enter into a capped call contract (the "Capped Call"), under which it will commit to payment of a premium that will entitle it, as holder of the Capped Call, to participate in additional price appreciation of the Issuer's Common Stock, beyond the level allowed under the terms of the VPF Contract. M Capital II intends to offer a limited number of non-affiliated parties, including Citibank, an opportunity to competitively bid on the right to participate in the Capped Call as counterparties.

The shares are held by the Reporting Persons for investment purposes. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, trade, dispose, pledge, or otherwise deal in the Issuer's Common Stock at times, and in such manner, as they deem advisable to benefit from changes in the market prices of such common stock, changes in the Issuer's operations, business strategy, or prospects, or from a sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will routinely monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons, and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons' modifying their ownership of common stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer's operations, governance, or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional common stock, or dispose of all the common stock beneficially owned by them, in the public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing. The Reporting Persons intend to participate in and influence the affairs of the Issuer through the exercise of their voting rights with respect to their shares of the common stock of the Issuer. In addition, Mr. Moyes will continue to influence the affairs of the Issuer in his capacity as the Chief Executive Officer and director of the Issuer.

As of July 29, 2013, there were 140,158,665(1) shares of common stock outstanding. As of the date hereof, the Reporting Persons may be deemed to be the beneficial owners (pursuant to Rule 13d-3) of an aggregate of 79,862,600 shares of Common Stock, representing approximately 57.0%(2) of the issued and outstanding shares of Common Stock of the Issuer. The filing of this amendment to Schedule 13D shall not be construed as an admission that any Reporting Person is, for purposes of sections 13(d) or 13(g) of the Securities and Exchange Act of 1934, the beneficial owner of any securities covered by this amendment.

The percentage indicated is based upon 140,158,665 shares outstanding as of July 29, 2013, which includes 87,663,429 shares of Class A Common Stock and 52,495,236 shares of Class B Common Stock outstanding as of July 29, 2013, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 2, 2013. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to two votes per share. The shares of Class A and Class B Common Stock beneficially owned by the Reporting Persons represent 68.7% of the total voting power as of July 29, 2013.

Includes 4,831,878 shares of the Issuer’s Class A Common Stock held by Cactus Holding II that have been sold pursuant to a Rule 10b5-1 trading plan adopted by Mr. Moyes and Cactus Holding II on November 21, 2012. Pursuant to the 10b5-1 trading plan the shares were sold to a counterparty pursuant to a Sale and Repurchase Agreement with a full recourse obligation of Cactus Holding II to repurchase the securities at the same price on the fourth anniversary of sale. Cactus Holding II may voluntarily repurchase the shares at any time, and therefore the shares are deemed to be beneficially held under the provisions of Rule 13d-3. However, during the term of the transaction, Cactus Holding II will not have the right to vote or direct the disposition of the sold shares until the shares are repurchased.

Includes 19,465,787 shares of the Issuer’s Class A Common Stock that M Capital II, an affiliate of Mr. and Mrs. Moyes, has a right to receive, subject to certain customary conditions, prior to November 1, 2013 pursuant to a commitment letter entered into among Mr. Moyes, M Capital II, and Citibank. Under the terms of the commitment letter, M Capital II may receive the shares upon entering into the VPF Contract with Citibank or one of its affiliates. M Capital II will not have the power to vote or direct the disposition of such shares until they are actually received. The commitment letter and VPF Contract are being entered into in connection with the settlement of certain Reporting Persons’ pre-existing obligations relating to the Stockholder Offering. See Items 3 and 4 for further information.

Includes 4,141,746 shares of the Issuer’s Class B Common Stock held by Children’s Trusts. Mr. and Mrs. Moyes do not have voting or dispositive power over the shares held by the Children’s Trusts, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, due to the fact that the Children’s Trusts all have an equity interest in M Capital II.

Includes (i) shares held by Mr. and Mrs. Moyes as community property under the laws of the State of Arizona and over which they share voting and dispositive power, and (ii) shares held directly and indirectly by the Moyes Trust or entities controlled by the Moyes Trust (including Cactus Holding I, Cactus Holding II, and M Capital I) and over which Mr. and Mrs. Moyes, as co-trustees of the Moyes Trust, share voting and dispositive power. For further details, please refer to the beneficial ownership tables at the beginning of this amended Schedule 13D.

As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in the Amended and Restated Certificate of Incorporation.

Includes 690,291 shares of the Issuer’s Class B Common Stock held beneficially owned by Lyndee Moyes Nester as trustee of the Michael J. Moyes Trust. The Reporting Person does not have voting or dispositive power over such shares, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, due to the fact that the Children’s Trusts all have an equity interest in M Capital II. Also includes 56,255,067 shares of the Issuer’s Class A and Class B Common Stock beneficially owned by Mr. Moyes and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person’s participation in the VPF Contract.

6.	Includes shares held by five of the six Children's Trust.

On October 7, 2013, Mr. Moyes and M Capital II entered into the Commitment Letter under which M Capital II may receive, subject to certain customary conditions, 19,465,787 shares of the Issuer's Class A Common Stock in connection with the settlement of certain Reporting Persons' pre-existing obligations under the 2010 METS. For details regarding the Commitment Letter, please refer to Items 3 and 4 above.

In December 2010, the Reporting Persons pledged 22,727,273 shares of the Issuer's Class B Common Stock to the Trust in connection with the 2010 METS. Additionally, pursuant to the over-allotment option granted to the initial purchasers of the Trust's securities, the Reporting Persons pledged another 1,119,091 shares of the Issuer's Class B Common Stock in January 2011 in connection with the 2010 METS. The shares of Class B Common Stock pledged by the Reporting Persons in the 2010 METS represent an equal number of shares of the Class A Common Stock deliverable upon exchange of the Trust's securities three years following the closing of the 2010 METS, subject to the Reporting Persons' option to settle the obligations to the Trust in cash. The Reporting Persons will continue to have the right to vote the pledged shares until delivery.

On October 7, 2013, Mr. Moyes and M Capital II entered into the Commitment Letter under which M Capital II may receive, subject to certain customary conditions, 19,465,787 shares of the Issuer's Class A Common Stock in connection with the settlement of certain Reporting Persons' pre-existing obligations under the 2010 METS. The Moyes Trust and the Children's Trusts hold equity interests in M Capital II. For details regarding the Commitment Letter, please refer to Items 3 and 4 above.

Includes 3,451,455 shares of the Issuer’s Class B Common Stock held beneficially owned by Michael Moyes as trustee for five of the Children’s Trusts. The Reporting Person does not have voting or dispositive power over such shares, but may be deemed to beneficially own such shares as part of a group in connection with the VPF Contract, due to the fact that the Children’s Trusts all have an equity interest in M Capital II. Also includes 56,255,067 shares of the Issuer’s Class A and Class B Common Stock beneficially owned by Mr. Moyes and Mrs. Moyes. The Reporting Person does not have voting or dispositive power over such shares but may be deemed to beneficially own such shares as part of a group, due to the Reporting Person’s participation in the VPF Contract.

	JERRY MOYES, individually


	/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	VICKIE MOYES, individually


	/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Jerry Moyes, as co-trustee


	/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	JERRY AND VICKIE MOYES FAMILY TRUST DATED 12/11/87, by Vickie Moyes, as co-trustee


	/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	CACTUS HOLDING COMPANY II, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust


	/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	M CAPITAL GROUP INVESTORS, LLC, by Jerry Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust


	/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	CACTUS HOLDING COMPANY, LLC, by Vickie Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust


	/s/ Vickie Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney previously filed


	M CAPITAL GROUP INVESTORS II, LLC, by Jerry Moyes, as co-trustee of the Jerry and Vickie Moyes Family Trust


	/s/ Jerry Moyes, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney filed herewith


	MICHAEL MOYES, individually


	/s/ Michael Moyes, by Earl H. Scudder, attorney-in-fact pursuant to a Power of Attorney previously filed


	LYNDEE MOYES NESTER, individually


	/s/ Lyndee Moyes Nester, by Earl H. Scudder, attorney-in-fact, pursuant to a Power of Attorney filed herewith